<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
(Amendment No. 2)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
------------------------
METROMAIL CORPORATION
(Name of Subject Company)
GREAT UNIVERSAL ACQUISITION CORP.
THE GREAT UNIVERSAL STORES P.L.C.
(Bidders)
-----------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
-----------------------
591680 103
(CUSIP Number of Class of Securities)
-----------------------
John W. Peace
Executive Director and Chief Executive Officer
of Experian information services division
The Great Universal Stores P.L.C.
Leconfield House, Curzon Street
London, England W1Y7FL
(44) 171 495-0070
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
-----------------------
Copy To:
Donald G. Lubin, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
March 20, 1998
(Date of Event Which Requires Filing of this Statement)
CALCULATION OF FILING FEE
================================================================================
Transaction
Valuation/*/ Amount of Filing Fee
- --------------------------------------------------------------------------------
$734,793,239 $146,959
================================================================================
/*/ Estimated for purposes of calculating the filing fee only. This amount
assumes the purchase of 22,516,996 shares of Metromail Corporation
Common Stock, including the associated preferred stock purchase rights
("Shares"), which are outstanding at $31.50 per Share, and 2,087,119
Shares which are subject to outstanding options at $31.50 per Share
less the exercise price of such options. The amount of the filing fee,
calculated in accordance with Rule 0-11(d) under the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of the
value of the Shares to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $146,959
Form or Registration No.: Schedule 14D-1
Filing Party: Great Universal Acquisition Corp. and The Great
Universal Stores P.L.C.
Date Filed: March 16, 1998
================================================================================
Page 1 of 5 Pages Exhibit Index on page 5
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D, originally filed on March 16, 1998, as amended
by Amendment No. 1 thereto filed on March 19, 1998 (as so amended, the "Schedule
14D-1") by The Great Universal Stores P.L.C., a corporation organized under the
laws of England, and its wholly-owned subsidiary, Great Universal Acquisition
Corp., a Delaware corporation (the "Purchaser"), relating to the Purchaser's
tender offer for all of the outstanding shares of Common Stock, par value $.01
per share (the "Common Stock"), including the associated preferred share
purchase rights (the "Rights" and together with the Common Stock, the "Shares"),
of Metromail Corporation, a Delaware corporation (the "Company"), at $31.50 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated March 16, 1998 and the related Letter
of Transmittal, which were filed as exhibits (a)(1) and (a)(2) to the Schedule
14D-1.
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Schedule 14D-1. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1.
Item 10. Additional Information.
(g) Parent filed a counterclaim (the "Counterclaim") against American
Business Information, Inc. ("ABI") on March 20, 1998 in the Court of Chancery in
and for New Castle County, Delaware in the action captioned American Business
Information, Inc. v. Barton L. Faber, Thomas J. Quarles, Ronald G. Eidell,
Jonathan P. Ward, Peter F. Murphy, Metromail Corporation and Great Universal
Stores P.L.C. (Case No. 16265NC). The Counterclaim alleges, among other things,
that ABI tortiously interfered with the Merger Agreement and Parent's
prospective business relations with the Company by knowingly and intentionally
seeking to induce the Company to abandon and breach its contractual obligation
to, and prospective business relations with, Parent. The Counterclaim also
alleges that ABI breached a confidentiality agreement (the "ABI Confidentiality
Agreement") entered into by ABI with the Company's financial advisor and of
which Parent is a third party beneficiary and upon which Parent relied to its
detriment, which agreement prohibited ABI from acquiring, or offering to
acquire, any voting securities of the Company without the Company's prior
written consent. As relief, the Counterclaim seeks, among other things, an
injunction against ABI from interfering with the Merger Agreement and the
prospective business relations between Parent and the Company, an injunction
against ABI from taking any further actions in breach of the ABI Confidentiality
Agreement, an injunction against ABI from acquiring or attempting to acquire any
of the Company's securities, an award to Parent of actual, punitive and other
damages in an amount to be determined at trial, estimated to exceed $500
million, and an award to Parent of its costs and expenses incurred in connection
with the litigation.
The above summary does not purport to be complete and is qualified in its
entirety by the full text of the Counterclaim, which is attached hereto as
Exhibit (g)(2) and which is hereby incorporated herein by reference.
On March 23, 1998, Parent issued a press release announcing the filing of
the Counterclaim, a copy of which is attached hereto as Exhibit (a)(10) and
which press release is incorporated herein by reference.
(h) The Company, certain of its directors and present and former managment
employees, R.R. Donnelley & Sons Company, Parent and Purchaser have been named
as defendants in three purported class action lawsuits commenced on or about
March 20, 1998 in the Court of Chancery in and for New Castle County, Delaware.
Such actions are captioned Kislev Trading v. Jonathon P. Ward, Susan L.
Hendricks, Robert C. McCormack, Barton L. Faber, Peter F. Murphy, Metromail
Corporation and The Great Universal Stores P.L.C. (Case No. 16268NC), Andrea
Brown v. Metromail Corporation, Jonathon P. Ward, Susan L. Hendricks, Robert C.
McCormack, Barton L. Faber, Peter F. Murphy, R.R. Donnelley & Sons Company, The
Great Universal Stores P.L.C. and Great Universal Acquisition Corp. (Case No.
16273NC) and Mohamed Yassin v. Metromail Corporation, Jonathon P. Ward, Susan L.
Hendricks, Robert C. McCormack, Barton L. Faber, Peter F. Murphy, R.R. Donnelley
& Sons Company, The Great Universal Stores P.L.C. and Great Universal
Acquisition Corp. (Case No. 16272NC), respectively. The complaint in each of
such lawsuits (collectively, the "Complaints") contains substantially similar
claims as those set forth in the ABI Complaint and seeks as relief, among other
things, an injuction against consummation of the transactions contemplated by
the Merger Agreement, the Donnelley Stock Purchase Agreement, the Executive
Stock Purchase Agreements and the Company Stock Purchase Agreements, an
accounting to the class for damages and all profits and special benefits
obtained by defendants as a result of their conduct and an award to the
plaintiff of plaintiff's costs and disbursements, including reasonable
attorneys' fees, incurred in connection with such lawsuit.
The above summary does not purport to be complete and is qualified in its
entirety by the full text of the Complaints, which are attached hereto as
Exhibits (g)(3), (g)(4) and (g)(5), respectively, and which are incorporated
herein by reference.
(i) On March 20, 1998 and March 23, 1998, the Company issued press
releases, copies of which are attached hereto as Exhibits (a)(11) and (a)(12),
respectively, and which press releases are incorporated herein by reference.
Item 11. Material To Be Filed As Exhibits.
Item 11 is hereby amended by adding the following:
(a)(10) Press Release issued by The Great Universal Stores P.L.C.
dated March 23, 1998.
(a)(11) Press Release issued by Metromail Corporation dated March 20,
1998.
(a)(12) Press Release issued by Metromail Corporation dated March 23,
1998.
(g)(2) Counterclaim of Great Universal Stores, P.L.C. filed on March
20, 1998 in the Chancery Court in and for New Castle County,
Delaware in an action captioned American Business Information,
Inc. v. Barton L. Faber, Thomas J. Quarles, Ronald G. Eidell,
Jonathan P. Ward, Peter F. Murphy, Metromail Corporation and
Great Universal Stores P.L.C. (Case No. 16265NC)
(g)(3) Kislev Trading v. Jonathon P. Ward, Susan L. Hendricks, Robert
C. McCormack, Barton L. Faber, Peter F. Murphy, Metromail
Corporation and The Great Universal Stores P.L.C. (Case No.
16268NC)
(g)(4) Andrea Brown v. Metromail Corporation, Jonathon P. Ward, Susan
L. Hendricks, Robert C. McCormack, Barton L. Faber, Peter F.
Murphy, R.R. Donnelley & Sons Company, The Great Universal
Stores P.L.C. and Great Universal Acquisition Corp. (Case No.
16273NC)
(g)(5) Mohamed Yassin v. Metromail Corporation, Jonathon P. Ward,
Susan L. Hendricks, Robert C. McCormack, Barton L. Faber,
Peter F. Murphy, R.R. Donnelley & Sons Company, The Great
Universal Stores P.L.C. and Great Universal Acquisition Corp.
(Case No. 16272NC)
Page 2 of 5 Pages
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: March 23, 1998 GREAT UNIVERSAL ACQUISITION CORP.
By: /s/ Thomas A. Gasparini
--------------------------------------------
Name: Thomas A. Gasparini
Title: Vice President and General Counsel
Page 3 of 5 Pages
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: March 23, 1998 THE GREAT UNIVERSAL STORES P.L.C.
By: /s/ John W. Peace
----------------------
Name: John W. Peace
Title: Director
Page 4 of 5 Pages
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(a)(10) Press Release issued by The Great Universal Stores P.L.C. dated March
23, 1998.
(a)(11) Press Release issued by Metromail Corporation dated March 20, 1998.
(a)(12) Press Release issued by Metromail Corporation dated March 23, 1998.
(g)(2) Counterclaim of Great Universal Stores, P.L.C. filed on March 20, 1998
in the Chancery Court, Castle County in the State of Delaware in an
action captioned American Business Information, Inc. v. Barton L.
Faber, Thomas J. Quarles, Ronald G. Eidell, Jonathan P. Ward, Peter F.
Murphy, Metromail Corporation and Great Universal Stores P.L.C. (Case
No. 16265NC)
(g)(3) Kislev Trading v. Jonathon P. Ward, Susan L. Hendricks, Robert C.
McCormack, Barton L. Faber, Peter F. Murphy, Metromail Corporation and
The Great Universal Stores P.L.C. (Case No. 16268NC)
(g)(4) Andrea Brown v. Metromail Corporation, Jonathon P. Ward, Susan L.
Hendricks, Robert C. McCormack, Barton L. Faber, Peter F. Murphy, R.R.
Donnelley & Sons Company, The Great Universal Stores P.L.C. and Great
Universal Acquisition Corp. (Case No. 16273NC)
(g)(5) Mohamed Yassin v. Metromail Corporation, Jonathon P. Ward, Susan L.
Hendricks, Robert C. McCormack, Barton L. Faber, Peter F. Murphy, R.R.
Donnelley & Sons Company, The Great Universal Stores P.L.C. and Great
Universal Acquisition Corp. (Case No. 16272NC)
Page 5 of 5 Pages
<PAGE>
Exhibit (a)(10)
Great Universal Stores Files Counterclaim Against ABI
LONDON, ENGLAND, March 23 -- In connection with The Great Universal Stores
P.L.C. (GUS) bid for Metromail Corporation (Metromail), GUS today announced that
it has filed a counter suit against American Business Information, Inc. (ABI) in
the Delaware Chancery Court. The counter suit alleges that ABI tortiously
interfered with the merger agreement between GUS and Metromail because ABI has
no legal right to make an offer for Metromail. ABI has acknowledged it has no
such right. On March 18, 1998, ABI sent correspondence to Metromail demanding
that Metromail "immediately release ABI from the provision of the February 12,
1998 confidentiality agreement between ABI and Metromail which prohibits ABI
from making a tender offer for Metromail without prior approval of Metromail's
Board." The counterclaim seeks an injunction against ABI either from interfering
with the merger agreement or, if an injunction is denied, very substantial
damages.
GUS is a United Kingdom-based holding company of a group of companies involved
in home shopping, Burberrys' overseas retailing, information services, finance
and property investment.
<PAGE>
Exhibit (a)(11)
METROMAIL ANNOUNCES ABI OFFER
LOMBARD, Ill. - March 20 -- Metromail Corporation (NYSE:ML), today announced
that it has received from American Business Information, Inc. (ABI) an offer of
$33 in cash per share subject to potential modest upward adjustments if it
succeeds in invalidating the termination fee in the Company's merger agreement
with The Great Universal Stores P.L.C. and certain stock options. While this
offer is not subject to a financing contingency, the financing commitments ABI
has provided to the Company are subject to a number of conditions, including
completion of due diligence with respect to both Metromail and ABI. Metromail's
Board of Directors has authorized the Company and its advisors to begin
discussions with ABI and its advisors to better understand the offer, including
the financing conditions.
Metromail also announced that the Delaware court has set Friday, March 27 as the
date for a hearing on ABI's motion for a preliminary injunction against the
Metromail/Great Universal transaction. "Metromail's board of directors has acted
appropriately at all times and we take great exception to the charges," said
Barton L. Faber, Metromail chairman, president and chief executive officer.
Metromail Corporation (www.metromail.com) is a leading provider of direct
marketing, database marketing and reference products and services in the United
States and United Kingdom. Metromail helps its customers identify and reach
targeted audiences, utilizing its comprehensive, proprietary consumer database
encompassing 95 percent of U.S. households, as well as providing database
marketing software and related services. Sales for the year ended December 31,
1997 increased almost 17 percent over the prior year to approximately $328
million. The company has 3,200 employees and is headquartered in Lombard,
Illinois.
<PAGE>
[LOGO OF METROMAIL]
NEWS RELEASE
METROMAIL ANNOUNCES THREE ADDITIONAL LAWSUITS
Lombard, IL. March 23, 1998 -- Metromail Corporation (NYSE:ML) announced that
three class action suits have been filed in the Delaware Chancery Court seeking
to preliminarily and permanently enjoin the consummation of the transactions
contemplated by the previously announced merger agreement between Metromail and
The Great Universal Stores P.L.C. (GUS) pursuant to which GUS commenced a tender
offer on March 16, 1998 to acquire all of the outstanding shares of Metromail
stock for a net price of $31.50 per share in cash. These suits are in addition
to the previously announced suit filed by American Business Information, Inc.
Barton L. Faber, Metromail chairman, president and chief executive officer
reiterated that, "Metromail's board of directors has acted appropriately at all
times and we take great exception to the charges."
Metromail Corporation (www.metromail.com) is a leading provider of direct
marketing, database marketing and reference products and services in the United
States and United Kingdom. Metromail helps its customers identify and reach
targeted audiences, utilizing its comprehensive, proprietary consumer database
encompassing 95 percent of U.S. households, as well as providing database
marketing software and related services. Sales for the year ended December 31,
1997 increased almost 17 percent over the prior year to approximately $328
million. The company has 3,200 employees and is headquartered in Lombard,
Illinois.
For more information, contact:
Julie Springer (Media Relations)
Director, Corporate Communications
Metromail Corporation
(630) 932-2627
<PAGE>
Exhibit (g)(2)
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
AMERICAN BUSINESS INFORMATION, INC., :
a Delaware Corporation, :
:
Plaintiff, :
:
v. : Case No. 16265NC
:
BARTON L. FABER, THOMAS J. QUARLES, :
RONALD G. EIDELL, JONATHAN P. WARD, :
PETER F. MURPHY, METROMAIL :
CORPORATION, a Delaware Corporation and :
GREAT UNIVERSAL STORES, P.L.C., a U.K. :
Corporation, :
:
Defendants. :
DEFENDANT GREAT UNIVERSAL STORES, P.L.C.'S
ANSWER AND COUNTERCLAIM TO COMPLAINT FOR INJUNCTIVE RELIEF
----------------------------------------------------------
Counterplaintiff The Great Universal Stores, P.L.C. ("GUS"), by and through
its attorneys, upon knowledge as to itself and to its own acts and upon
information and belief as to all other matters, for its Answer and Counterclaim
against counterdefendant American Business Information, Inc. ("ABI"), states as
follows:
[ANSWER INTENTIONALLY OMITTED]
COUNTERCLAIM
------------
NATURE OF THE ACTION
--------------------
1. This is an action to halt the unlawful and tortious interference by ABI
with the valid and legally binding merger agreement, including related
stockholder agreements, entered into by Metromail Corporation ("Metromail") and
GUS, as of March 12, 1998 (the
<PAGE>
"Merger Agreement"). GUS and Metromail entered into the Merger Agreement at the
end of an auction and bidding process for the sale of 100% of the common stock
of Metromail. GUS and ABI, among other participants in the Metromail auction,
signed confidentiality agreements with standstill provisions. On March 18,
1998, ABI demanded that Metromail "immediately release ABI" from the provision
of its confidentiality agreement "which prohibits ABI from making a tender offer
for Metromail[.]"
2. Having failed in its efforts to acquire Metromail through the auction,
ABI now seeks to subvert the Merger Agreement and ABI's own confidentiality
agreement. In particular, ABI has launched a campaign to undermine and
interfere with the Merger Agreement by inducing Metromail to (i) release ABI
from its standstill agreement, (ii) breach the Merger Agreement, and (iii) make
an offer to purchase Metromail, all in violation of the terms of the ABI
confidentiality agreement.
3. GUS now seeks immediate temporary, preliminary, and permanent
injunctive relief (i) to halt ABI's unlawful and tortious interference with
GUS's Merger Agreement with Metromail; (ii) to halt ABI's tortious interference
with GUS's prospective business relations with Metromail; (iii) to require ABI
to abide by the terms of the ABI confidentiality agreement; and (iv) to allow
GUS to enjoy the benefits to which it is fairly entitled as a participant and
the successful bidder in the auction process, including the benefits to which it
is entitled as a result of the Merger Agreement and the ABI confidentiality
agreement.
FACTS
-----
4. In the latter part of 1997, Metromail was contacted by a number of
entities expressing an interest in acquiring Metromail. As a result, Metromail
engaged a financial advisor and changed the compensation arrangements (including
stock options) of many Metromail officers and directors, none of which was known
to or encouraged by GUS. In
2
<PAGE>
late January, 1998, GUS, expressed an interest in acquiring Metromail. At that
time, GUS did not discuss with Metromail the options or other compensation
agreements with Metromail officers and directors. In fact, GUS did not learn of
the options and other compensation agreements until mid-February when they were
revealed in GUS's due diligence.
5. In early February, 1998, GUS entered into a confidentiality agreement
with Metromail's financial advisor, pursuant to which GUS agreed, among other
things, not to acquire, or offer to agree to acquire, any voting securities of
Metromail for a period of one year. Based on its discussions with Metromail and
its representatives, GUS was led to understand that all prospective acquirors
who wanted access to the non-public information and to pursue an acquisition of
Metromail would be required to execute substantively identical agreements.
6. On information and belief, on or about February 12, 1998, ABI and
Metromail entered into a confidentiality agreement (the "ABI Confidentiality
Agreement") which contained similar restrictions.
7. On March 12, 1998, GUS and Metromail entered into an Agreement and Plan
of Merger (the "Merger Agreement").
8. Pursuant to the Merger Agreement, Metromail agreed not to, directly or
indirectly, encourage, solicit, participate in or initiate discussions or
negotiations with, or provide any information to any party concerning any
proposal or offer to acquire all or a substantial part of Metromail.
9. Pursuant to the Merger Agreement, Metromail agreed not to "release any
person or entity from, or waive any provision of, any standstill agreement to
which it is a party, or any confidentiality agreement between it and another
person or entity."
3
<PAGE>
10. On March 17, 1998, ABI offered to acquire all of the outstanding
common stock of Metromail for $33.00 cash per share. ABI's correspondence
forwarding that offer to Metromail stated, "Failing to accept this proposal
would cause the Board of Directors [of Metromail] to violate its fiduciary
duties to Metromail's shareholders."
11. On March 17, 1998, ABI filed its Complaint in this action against
Metromail, Metromail's directors, and GUS, as a mechanism to force Metromail to
breach its obligations under the Merger Agreement.
12. On March 18, 1998, ABI sent additional correspondence to Metromail
demanding that Metromail "immediately release ABI from the provision of the
February 12, 1998, confidentiality agreement between ABI and Metromail which
prohibits ABI from making a tender offer for Metromail without prior approval of
Metromail's Board."
13. The underlying purpose of ABI's actions is to induce Metromail to
waive the ABI Confidentiality Agreement (a violation of the Merger Agreement)
and thereby tortiously interfere with GUS's contractual right to acquire
Metromail.
14. GUS will suffer significant, immediate, and irreparable injury if it
is unable to complete the acquisition of Metromail. The acquisition is a unique
opportunity for GUS, which will be irrevocably lost if ABI successfully thwarts
the merger.
COUNT I
-------
(For Tortious Interference With Contract)
15. GUS repeats and realleges paragraphs 1 through 14 as if set forth
fully herein.
16. GUS and Metromail are parties to the Merger Agreement, which is a
valid and binding contract.
17. ABI has knowledge of the existence of the Merger Agreement.
4
<PAGE>
18. ABI has improperly and intentionally undertaken to procure a breach of
the Merger Agreement by knowingly and intentionally seeking to induce Metromail
to abandon and breach its contractual obligations to GUS.
19. The opportunity to acquire Metromail that is represented by the Merger
Agreement is a unique business opportunity for GUS, and money damages will not
be adequate to compensate it for its losses in the event that ABI's unlawful
efforts to interfere with the Merger Agreement are not enjoined.
20. The tortious acts of ABI have been done willfully, wantonly, or
maliciously.
21. ABI has intentionally undertaken to procure a breach of the Merger
Agreement by knowingly and intentionally seeking to interfere with the subject
matter of the Merger Agreement.
22. GUS has no adequate remedy at law.
COUNT II
--------
(For Tortious Interference With Prospective Business Relations)
23. GUS repeats and realleges paragraphs 1 through 22 as if set forth
fully herein.
24. Based on its success as the winning bidder in the auction for
Metromail and its entry into the Merger Agreement, among other things, GUS has a
reasonable expectation of prospective business relations relating to the
acquisition of Metromail.
25. ABI has knowledge of these prospective business relations.
26. ABI, without privilege to do so, has intentionally undertaken to
interfere with these prospective business relations by knowingly and
intentionally seeking to induce Metromail to abandon and breach its Merger
Agreement with GUS.
5
<PAGE>
27. ABI has intentionally interfered with the prospective business
relations relating to GUS's acquisition of Metromail by violating its
contractual obligations under the ABI Confidentiality Agreement.
28. ABI has no justification or excuse for its conduct.
29. The tortious acts of ABI have been done willfully, wantonly, or
maliciously.
30. The opportunity to acquire Metromail that is represented by its
business relations with Metromail is a unique business opportunity for GUS, and
money damages will not be adequate to compensate it for its losses in the event
that ABI's unlawful efforts to interfere with GUS's prospective business
relations are not enjoined.
31. GUS has no adequate remedy at law.
COUNT III
---------
(For Breach Of Contract)
32. GUS repeats and realleges paragraphs 1 through 31 as if fully set
forth herein.
33. ABI entered into the ABI Confidentiality Agreement on or about
February 12, 1998.
34. ABI has breached the ABI Confidentiality Agreement by, among other
things, contacting representatives of Metromail for purposes prohibited by that
Agreement, proposing to Metromail a transaction between ABI and Metromail
involving Metromail's securities, attempting to acquire Metromail's capital
stock, and otherwise conducting itself in a manner inconsistent with the purpose
and terms of that agreement.
35. GUS has suffered damages as a direct and proximate result of ABI's
breach of the ABI Confidentiality Agreement.
6
<PAGE>
36. The opportunity to acquire Metromail that arose from the bidding
process and auction and that is represented by the Merger Agreement between GUS
and Metromail is a unique business opportunity for GUS, and money damages will
not be adequate to compensate it for its losses in the event that ABI's breach
of the ABI Confidentiality Agreement is not enjoined.
37. As a participant in the bidding process and auction conducted by
Metromail and its financial advisors, as the successful bidder for Metromail in
the auction, and as a party to the Merger Agreement between Metromail and GUS,
among other things, GUS is an intended and actual beneficiary of the ABI
Confidentiality Agreement.
38. GUS has no adequate remedy at law.
COUNT IV
--------
(For Equitable Estoppel)
39. GUS repeats and realleges paragraphs 1 through 38 as if fully set
forth herein.
40. When GUS participated in the bidding process and auction for
Metromail, and when GUS entered into the Merger Agreement between GUS and
Metromail, it lacked knowledge that ABI, as a participant in that bidding
process and auction, would breach the terms of the ABI Confidentiality
Agreement.
41. When GUS participated in the bidding process and auction for
Metromail, and when GUS entered into the Merger Agreement between GUS and
Metromail, it relied on the assumption that ABI, as a participant in the bidding
process and auction, would abide by the terms of the ABI Confidentiality
Agreement.
42. GUS has taken significant steps in reliance on its mistaken
understanding that ABI would abide by the terms of the ABI Confidentiality
Agreement.
7
<PAGE>
43. ABI breached the ABI Confidentiality Agreement with Metromail by,
among other things, the acts described herein.
44. The opportunity to acquire Metromail is a unique business opportunity
for GUS, and money damages will not be adequate to compensate it for its losses
in the event that ABI's wrongful conduct is not stopped.
45. GUS has no adequate remedy at law.
WHEREFORE, GUS respectfully demands judgment granting the following relief:
(a) an Order temporarily, preliminarily, and permanently enjoining ABI
from interfering with the Merger Agreement between GUS and Metromail;
(b) an Order temporarily, preliminarily, and permanently enjoining ABI
from interfering with the prospective business relations between GUS and
Metromail;
(c) an Order temporarily, preliminarily, and permanently enjoining ABI
from taking any further actions in breach of the ABI Confidentiality Agreement;
(d) an Order temporarily, preliminarily, and permanently enjoining ABI from
acquiring or attempting to acquire any of Metromail's securities;
(e) an award of actual, punitive, and other damages in an amount to be
determined at trial, estimated to exceed $500,000,000.00;
8
<PAGE>
(f) an award of costs and expenses incurred herein; and
(g) such other relief as the Court deems just and proper.
Wilmington, Delaware
Dated: March 20, 1998
Respectfully submitted,
YOUNG, CONAWAY, STARGATT & TAYLOR
------------------------------------------
David C. McBride
Eleventh Floor
Rodney Square North
Wilmington, DE 19899
P.O. Box 391
302/571-6600
Attorneys for Defendants Great Universal Stores, P.L.C.
OF COUNSEL:
Harold C. Hirshman
Gerald E. Fradin
SONNENSCHEIN NATH & ROSENTHAL
8000 Sears Tower
Chicago, IL 60606-6404
312/876-8000
9
<PAGE>
Exhibit (g)(3)
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------
KISLEV TRADING,
Plaintiff,
CLASS ACTION COMPLAINT
- against - ----------------------
JONATHAN P. WARD, SUSAN L. HENDRICKS, Civil Action No. 16268NC
ROBERT C. MCCORMACK, BARTON L. FABER,
PETER F. MURPHY, METROMAIL CORPORATION
and THE GREAT UNIVERSAL STORES P.L.C.,
Defendants.
- ------------------------------------
Plaintiff, by its attorneys, Rosenthal, Monhait, Gross & Goddess,
P.A., for its complaint against defendants, alleges upon information and belief,
except for paragraph 2 hereof, which is alleged upon knowledge, as follows:
1. Plaintiff brings this action pursuant to Rule 23 of the Rules of
the Court of Chancery on its behalf and as a class action on behalf of all
persons, other than defendants and those in privity with them, who own the
common stock of Metromail Corporation ("Metromail" or the "Company").
2. Plaintiff has been the owner of common stock of the Company
since prior to the transaction herein complained of and continuously to date.
3. Defendant Metromail is a corporation duly organized and existing
under the laws of the State of Delaware. The Company provides marketing-oriented
consumer information and reference
<PAGE>
services to a wide variety of organizations engaged in direct mail, telephone
and target marketing, as well as to clients who need specific references and
information services. The Company maintains its principal office at 360 E. 22nd
Street, Lombard, Illinois. The Company's principal shareholder is R. R.
Donnelley & Sons Co. ("Donnelley"), which controls approximately 38.4% of the
Company's common stock. The Company was a wholly owned subsidiary of Donnelley
prior to June 16, 1996, when the Company completed an initial public offering of
13.8 million shares of common stock, reducing Donnelley's ownership stake to
38.4%.
4. Defendant Susan L. Hendricks ("Hendricks") is and was at all
relevant times the President, Chief Executive Officer, and a director of
Metromail. Hendricks was appointed to the Board of Directors by Donnelley in
January 1996 and her term expires in 1998.
5. Defendant Barton L. Faber ("Faber") is Chairman of the Board of
Directors of the Company and has served in a variety of posts with Donnelley and
its affiliates. Faber was appointed to the Board of Directors by Donnelley in
July 1995 and became Chairman in January 1996. Faber's term expires in 1999.
6. Defendant Peter F. Murphy ("Murphy") is a Director of the Company
and Vice President and Corporate Controller of Donnelley. Murphy was appointed
to the Company's Board of Directors by Donnelley in February 1996. Murphy's term
expires in 1999.
-2-
<PAGE>
7. Defendant Jonathan P. Ward ("Ward") is a Director of the Company
and Executive Vice President of Donnelley. Ward was appointed to the Company's
Board of Directors by Donnelley in February 1996. Ward's term expires in the
year 2000.
8. Defendant Robert C. McCormack ("McCormack") is a Director of the
Company and has served in that position since August 1996. McCormack's term
expires in 1998.
9. Defendant The Great Universal Stores, P.L.C. ("GUS") is a
corporation organized under the laws of the United Kingdom. GUS is a holding
company of a group of companies involved in home shopping, Burberry's products
and retailing, overseas retailing, information services, finance and property
investment.
10. The Individual Defendants named in paragraphs 4 through 8 are in
a fiduciary relationship with the plaintiff and the other public stockholders of
Metromail and owe them the highest obligations of good faith, due care, candor
and fair dealing.
CLASS ACTION ALLEGATIONS
------------------------
11. Plaintiff brings this action on its own behalf and as a class
action, pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of
all security holders of the Company (except the defendants herein and any
person, firm, trust, corporation, or other entity related to or affiliated with
any of the defendants) and their successors in interest (the "Class"), who are
or will be threatened with injury arising from defendants' actions as more fully
described herein.
-3-
<PAGE>
12. This action is properly maintainable as a class action.
13. This Class is so numerous that joinder of all members is impracticable.
As of March 3, 1997, there were approximately 22,257,100 shares of Metromail
common stock outstanding, owned by shareholders located throughout the country.
14. There are questions of law and fact which are common to the Class and
which predominate over questions affecting any individual class member. The
common questions include, inter alia, the following: (a) whether defendants have
breached their fiduciary and other common law duties owed by them to plaintiff
and the members of the Class; (b) whether defendants are unlawfully impeding a
takeover attempt and improperly seeking to entrench themselves in their own
positions at the expense of the public shareholders of Metromail; (c) whether
defendants' actions hereinafter described, constitute a breach of the duty of
fair dealing with respect to the plaintiff and the other members of the Class,
and a failure to maximize shareholder value; and (d) whether the Class is
entitled to injunctive relief or damages as a result of the wrongful conduct
committed by defendants.
15. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. The claims of the
plaintiff are typical of the claims of other members of the Class and plaintiff
has the same interests as the other members of the Class. Plaintiff will fairly
and
-4-
<PAGE>
adequately represent the Class. A class action is superior to any other type of
adjudication of this controversy.
16. Defendants have acted in a manner which affects plaintiff and all
members of the Class, thereby making appropriate injunctive relief and/or
corresponding declaratory relief with respect to the Class as a whole.
17. The prosecution of separate actions by individual members of the Class
would create a risk of inconsistent or varying adjudications with respect to
individual members of the Class, which would establish incompatible standards of
conduct for defendants, or adjudications with respect to individual members of
the Class which would, as a practical matter, be dispositive of the interests of
other members or substantially impair or impede their ability to protect their
interests.
SUBSTANTIVE ALLEGATIONS
-----------------------
18. American Business Information, Inc. ("ABI") has repeatedly expressed to
the Metromail Board its interest in pursuing a possible purchase of the Company.
ABI addressed letters to the Metromail Board indicating its intention to
purchase Metromail shares at a price in excess of $32.00 per share, subject to
the completion of due diligence. ABI also entered into a confidential agreement
with Metromail which precluded it from making a tender offer for the Company
without the consent of the Metromail Board. Metromail, however, refused to give
ABI access to due diligence materials until March 9, 1998, and ABI was unable to
-5-
<PAGE>
complete its due diligence before the announcement of the GUS-Metromail merger
agreement on March 13, 1996.
19. On Friday March 13, 1998, Metromail and GUS announced that they had
entered into a definitive merger agreement pursuant to which GUS would acquire
all of the outstanding shares of Metromail for $31.50 per share in cash,
substantially less than what ABI indicated it was willing to pay. The total
value of the transaction as presently proposed is approximately $800 million.
20. In connection with the execution of the merger agreement, GUS entered
into a stock purchase agreement with Donnelley and certain of the Individual
Defendants, who collectively own approximately 40% of the Company's outstanding
common stock, to purchase their shares of Metromail. Additionally, GUS entered
into an agreement with Metromail to purchase from Metromail previously unissued
stock at the offer price. These share purchase agreements, which will transfer
51% control of Metromail to GUS without a tender offer, become unconditional
after March 30, 1998. The merger agreement also provides for a $15 million fee
to be paid to GUS in case the merger is terminated.
21. On March 18, 1998, ABI which owns approximately one million shares of
Metromail common stock, announced that it had made a fully financed proposal to
the Board of Directors of Metromail to purchase all of the Company's outstanding
common stock for $33.00 per share in cash plus any additional benefits derived
from voiding the $15 million termination fee. The total value of
-6-
<PAGE>
the ABI bid is in excess of $850 million, not including the benefits derived
from voiding the termination fee.
22. Additionally, ABI announced that it had filed suit against defendants
to enjoin the proposed merger between Metromail and GUS on the grounds that the
Individual Defendants failed to properly auction the Company. ABI alleges that
it had engaged in good faith efforts to make an offer for the Company, but that
the Metromail Board failed to conduct a fair and impartial auction of the
Company.
23. The Individual Defendants improperly agreed to the merger with GUS in
order to guarantee that they and Donnelley would be able to cash out their
investment in Metromail, regardless of whether an offer to purchase the common
stock held by the Company's public shareholders was completed.
24. The Individual Defendants improperly accepted the GUS proposal because
it would benefit the existing employees and customers of Metromail. Indeed,
defendant Faber stated:
The combination of Metromail with Experian,
GUS's global information service business, will
provide great opportunities for Metromail's
customers and prospects. Our industry is
consolidating and Metromail's employees will
benefit from being part of a larger, stronger
company with exciting new growth opportunities.
25. By favoring the GUS proposal over the superior ABI proposal, and by
placing the interests of Metromail's controlling stockholders and employees
before those of its public shareholders, the Individual Defendants have violated
the fiduciary duties owed
-7-
<PAGE>
to the public shareholders of Metromail to maximize shareholder value. The
Individual Defendants' agreement to the terms of the transaction with GUS, its
timing, and the failure to sell the Company to the highest bidder demonstrate a
clear absence of the exercise of due care and of loyalty to Metromail's public
shareholders.
26. In agreeing to the proposal from GUS, the Individual Defendants failed
to maximize Metromail's highest transactional value because the Metromail Board
accepted the GUS proposal before ABI had the opportunity to complete its due
diligence and formalize a superior proposal.
27. The Individual Defendants' fiduciary obligations under these
circumstances require them to:
(a) Undertake an appropriate evaluation of Metromail's net worth as a
merger/acquisition candidate;
(b) Actively evaluate the proposed offers in an attempt to obtain the
best value for Metromail's public shareholders; and
(c) Act independently so that the interests of Metromail's public
shareholders will be protected and enhanced.
28. The Individual Defendants have breached their fiduciary duties by
reason of the acts and transactions complained of herein, including their
decision to enter the merger agreement and the stock purchase agreements for
their and Donnelley's benefit.
-8-
<PAGE>
29. Plaintiff and other members of the Class have been and will be damaged
in that they have not and will not receive their fair proportion of the value of
Metromail's assets and business.
30. GUS has knowingly aided and abetted the breaches of fiduciary duty
committed by the Individual Defendants. Indeed, the proposed merger could not
take place without the knowing participation of GUS.
31. Plaintiff has no adequate remedy at law.
WHEREFORE, plaintiff demands judgment as follows:
A. declaring this to be a proper class action;
B. enjoining, preliminarily and permanently, the proposed transaction
complained of herein;
C. to the extent, if any, that the transaction complained of is consummated
prior to the entry of this Court's final judgment, rescinding the same or
awarding rescissory damages to the Class;
D. directing that defendants account to plaintiff and the Class for all
damages caused to them, and account for all profits and any special benefits
obtained by defendants as a result of their unlawful conduct;
E. awarding to plaintiff the costs and disbursements of this action,
including a reasonable allowance for the fees and expenses of plaintiff's
attorneys and experts; and
-9-
<PAGE>
F. Granting such other and further relief as the Court deems
appropriate.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
BY: /s/ Joseph A. Rosenthal
---------------------------------
Joseph A. Rosenthal
919 North Market Street
Suite 1401
Mellon Bank Center
Wilmington, Delaware 19801
(302) 656-4433
Attorneys for Plaintiff
10
<PAGE>
Exhibit (g)(4)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------------
ANDREA BROWN, )
)
Plaintiff, )
) C.A. No. 16273NC
--against-- )
)
METROMAIL CORPORATION, JONATHAN ) CLASS ACTION
P. WARD, SUSAN L. HENRICKS, ROBERT ) COMPLAINT
C McCORMACK, BARTON L. FABER, )
PETER F. MURPHY, R.R. DONNELLEY & )
SONS COMPANY, THE GREAT UNIVERSAL )
STORES, P.L.C., and GREAT UNIVERSAL )
ACQUISITION CORP., )
)
Defendants. )
- ------------------------------------------
Plaintiff, by her attorneys, alleges upon information and belief, except as
to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a stockholder of defendant Metromail Corporation
("Metromail" or the "Company") and has been such at all times material hereto.
2. Defendant Metromail is a corporation duly organized and existing under
the laws of the State of Delaware, with its principal officers located at 360
East 22nd Street, Lombard, Illinois. Metromail provides marketing-oriented
consumer information and reference and software services to a wide variety of
organizations in the direct mail, telephone and target
<PAGE>
marketing business. The Company has more than 22 million shares of common stock
outstanding which trade on the New York Stock Exchange.
3. Defendants Jonathan P. Ward, Susan L. Hendricks, Robert C. McCormack,
Barton L. Faber and Peter F. Murphy are directors of the Company and are
referred to herein as the "Individual Defendants."
4. Defendant R.R. Donnelley & Sons Company ("Donnelley") is located at 77
West Wacker Drive, Chicago, Illinois. It holds approximately 8,600,000 shares or
38.2% of the Company's common stock.
5. As officers, directors and/or controlling stockholder of Metromail,
Defendants have a fiduciary relationship and responsibility to plaintiff and the
other public stockholders of Metromail and owe them the highest obligations of
good faith, loyalty, fair dealing, due care and candor.
6. Defendants The Great Universal Stores P.L.C., a corporation organized
under the laws of England ("Parent"), and Great Universal Acquisition Corp., a
Delaware corporation and an indirect wholly-owned subsidiary of Parent
(collectively, "Great Universal") have entered into a stock purchase agreement
(the "Stock Purchase Agreement") with Donnelley to acquire the Company.
Defendant Great Universal is aiding and abetting the fiduciary breaches
complained of herein.
2
<PAGE>
CLASS ACTION ALLEGATIONS
------------------------
7. Plaintiff brings this action on her own behalf and as a class action
pursuant to rule 23 of the Court of Chancery on behalf of all common
stockholders of Metromail, or their successors in interest, who are being and
will be harmed by defendants' actions described below (the "Class"). Excluded
from the Class are defendants and their affiliates.
8. This action is properly maintainable as a class action because:
a. The Class is so numerous that joinder of all members is
impracticable. There are thousands of Metromail record and beneficial
stockholders who are located throughout the United States;
b. There are questions of law and fact which are common to the Class
including: whether defendants have engaged or are continuing to act in a manner
calculated to harm Metromail's public stockholders; and whether plaintiff and
the other Class members would be irreparably damaged if defendants are not
enjoined in the manner described below;
c. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. Plaintiff's claims
are typical of the claims of the other members of the Class and plaintiff has
the same interests as other members of the Class. Accordingly, plaintiff is an
adequate representative of the Class and will fairly and adequately protects the
interests of the Class; and
3
<PAGE>
CLAIM FOR RELIEF
----------------
9. On March 12, 1998, Great Universal entered into (i) a Stock
Purchase Agreement (the "Donnelley Stock Purchase Agreement"), with Donnelley,
pursuant to which Donnelley agreed, upon the terms and conditions set forth
therein, to sell its Metromail shares to Great Universal, to vote such shares in
the manner specified in the Donnelley Stock Purchase Agreement with respect to
certain matters and to appoint Great Universal as Donnelley's proxy to vote such
shares in certain circumstances, and (ii) Stock Purchase Agreements (the
"Executive Stock Purchase Agreements") with Barton L. Faber, Chairman of the
Board of Metromail; Thomas J. Quarles, Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary of the Company; and Ronald G. Eidell,
the Senior Vice President and Chief Financial Officer of the Company (the
"Executives") who beneficially own an aggregate of 493,634 shares, or
approximately 2.2% of the shares outstanding, pursuant to which the Executives
agreed, upon the terms and conditions set forth therein, to tender or otherwise
sell to Great Universal the shares beneficially owned by them, to vote such
shares in the manner specified in the Executive Stock Purchase Agreements with
respect to certain matters and to appoint Great Universal as their proxy to vote
such shares in certain circumstances.
4
<PAGE>
10. At the same time, the Company and Great Universal entered into a
definitive agreement (the "Agreement") which provides that Great Universal will
acquire Metromail for $31.50 a share in cash through a tender offer and follow-
up merger. The transaction is valued at $800 million, including the assumption
of debt and has been approved by the boards of both companies. If the deal is
terminated, the Company has agreed to pay Great Universal a $15 million fee (the
"Termination Fee"), plus an amount equal to Great Universal's actual documented
out-of-pocket fees and expenses.
11. On March 18, 1998 American Business Information, Inc. ("ABI")
which provides business and marketing information in the U.S. and Canada,
announced that it had offered $850 million, or $33 a share, in cash and assumed
debt for Metromail and sued to halt Metromail's planned acquisition by Great
Universal.
12. The agreements described above demonstrate that Metromail's
Directors have no intention to entertain competing offers by ABI or any other
potential suitors. They have failed to maximize stockholder value, and attempted
to place unwarranted and improper restrictions on the bidding process for
Metromail.
13. It is the Individual Defendants' fiduciary obligation to take all
reasonable steps necessary to maximize stockholder value, including, but not
limited to cooperating with any person or entity, such as ABI, having a bona
5
<PAGE>
fide interest in proposing a transaction which would maximize stockholder value,
including but not limited to a merger, buyout or takeover of the Company.
14. In refusing to give fair consideration to ABI's interest in
acquiring Metromail, the individual defendants have violated their fiduciary
duties owned to the public stockholders of Metromail. In light of the
foregoing, the Individual Defendants must:
a. Undertake an appropriate evaluation of Metromail's worth
as an acquisition candidate;
b. Act independently so that the interests of Metromail's public
stockholders will be protected;
c. Take all appropriate steps to enhance Metromail's value and
attractiveness as a merger/acquisition candidate; and
d. Take all appropriate steps to effectively expose Metromail
to the marketplace in an effort to create an active auction for Metromail,
including but not limited to engaging in serious negotiations with ABI or its
representatives,
15. Defendant Great Universal has aided and abetted and induced the
breaches of fiduciary duty by the other defendants to allow Great Universal to
purchase the public stockholders' stake at the lowest possible price.
6
<PAGE>
16. As a result of defendants' failure to fulfill their fiduciary
duties, plaintiff and the other members of the Class have been and will be
damaged in that they have not and will not receive their proportionate share of
the value of the Company's assets and business, and have been and will be
prevented from obtaining a fair price for their investment in Metromail.
17. Unless enjoined by the Court, the individual defendants will
continue to breach their fiduciary duties owed to plaintiff and the members of
the Class to the irreparable harm of the members of the Class.
18. Plaintiff and the other members of the Class have no adequate
remedy at law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and
certifying plaintiff as the Class representative;
B. Enjoining preliminarily and permanently, the proposed transaction
complained of herein;
C. To the extent, if any, that the transaction complained of is
consummated prior to the entry of this Court's final judgment, rescinding the
same or awarding rescissory damages to the Class;
7
<PAGE>
D. Directing that defendants account to plaintiff and the Class for
all damages caused to them, and account for all profits and any special benefits
obtained by defendants as a result of their unlawful conduct;
E. Awarding to plaintiff the costs and disbursements of this action,
including a reasonable allowance for the fees and expenses of plaintiff's
attorneys and experts; and
F. Granting such other and further relief the Court deems
appropriate.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
BY: /s/ Joseph A. Rosenthal
-----------------------
Joseph A. Rosenthal
919 North Market Street
Suite 1401
Mellon Bank Center
Wilmington, Delaware 19801
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
ABBEY, GARDY & SQUITIERI, LLP
Lee Squitieri
Joshua M. Lifshitz
212 East 39th Street
New York, New York 10016
Telephone: (212) 889-3700
8
<PAGE>
Exhibit (g)(5)
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- ------------------------------------
MOHAMED YASSIN,
Plaintiff,
C.A. No. 16272NC
-against-
METROMAIL CORPORATION, JONATHAN CLASS ACTION
P. WARD, SUSAN L. HENRICKS, ROBERT COMPLAINT
C. MCCORMACK, BARTON L. FABER, ------------
PETER F. MURPHY, R.R. DONNELLEY &
SONS COMPANY, THE GREAT UNIVERSAL
STORES, P.L.C., AND GREAT UNIVERSAL
ACQUISITION CORP.,
Defendants.
- ------------------------------------
Plaintiff, by his attorneys, alleges upon information and belief,
except as to paragraph 1 which plaintiff alleges upon knowledge, as follows:
1. Plaintiff is a stockholder of defendant Metromail Corporation
("Metromail" or the "Company") and has been such at all times material hereto.
2. Defendant Metromail is a corporation duly organized and existing
under the laws of the State of Delaware, with its principal offices located at
360 East 22nd Street, Lombard, Illinois. Metromail provides marketing-oriented
consumer information and reference and software services to a wide variety of
organizations in the direct mail, telephone and target
<PAGE>
marketing business. The Company has more than 22 million shares of common stock
outstanding which trade on the New York Stock Exchange.
3. Defendants Jonathan P. Ward, Susan L. Henricks, Robert C.
McCormack, Barton L. Faber and Peter F. Murphy are directors of the Company and
are referred to herein as the "Individual Defendants."
4. Defendant R.R. Donnelley & Sons Company ("Donnelley") is located
at 77 West Wacker Drive, Chicago, Illinois. It holds approximately 8,600,000
shares or 38.2% of the Company's common stock.
5. As officers, directors and/or controlling stockholder of
Metromail, Defendants have a fiduciary relationship and responsibility to
plaintiff and the other public stockholders of Metromail and owe them the
highest obligations of good faith, loyalty, fair dealing, due care and candor.
6. Defendants The Great Universal Stores P.L.C., a corporation
organized under the laws of England ("Parent"), and Great Universal Acquisition
Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent
(collectively, "Great Universal") have entered into a stock purchase agreement
(the "Stock Purchase Agreement") with Donnelley to acquire the Company.
Defendant Great Universal is aiding and abetting the fiduciary breaches
complained of herein.
2
<PAGE>
CLASS ACTION ALLEGATIONS
------------------------
7. Plaintiff brings this action on his own behalf and as a class action
pursuant to rule 23 of the Court of Chancery on behalf of all common
stockholders of Metromail, or their successors in interest, who are being and
will be harmed by defendants' actions described below (the "Class"). Excluded
from the Class are defendants and their affiliates.
8. This action is properly maintainable as a class action because:
a. The Class is so numerous that joinder of all members is
impracticable. There are thousands of Metromail record and beneficial
stockholders who are located throughout the United States;
b. There are questions of law and fact which are common to the Class
including: whether defendants have engaged or are continuing to act in a manner
calculated to harm Metromail's public stockholders; and whether plaintiff and
the other Class members would be irreparably damaged if defendants are not
enjoined in the manner described below;
c. Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. Plaintiff's claims
are typical of the claims of the other members of the Class and plaintiff has
the same interests as other members of the Class. Accordingly, plaintiff is an
adequate representative of the Class and will fairly and adequately protects the
interests of the Class; and
3
<PAGE>
CLAIM FOR RELIEF
----------------
9. On March 12, 1998, Great Universal entered into (i) a Stock
Purchase Agreement (the "Donnelley Stock Purchase Agreement"), with Donnelley,
pursuant to which Donnelley agreed, upon the terms and conditions set forth
therein, to sell its Metromail shares to Great Universal, to vote such shares in
the manner specified in the Donnelley Stock Purchase Agreement with respect to
certain matters and to appoint Great Universal as Donnelley's proxy to vote such
shares in certain circumstances, and (ii) Stock Purchase Agreements (the
"Executive Stock Purchase Agreements") with Barton L. Faber, Chairman of the
Board of Metromail; Thomas J. Quarles, Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary of the Company; and Ronald G. Eidell,
the Senior Vice President and Chief Financial Officer of the Company (the
"Executives") who beneficially own an aggregate of 493,634 shares, or
approximately 2.2% of the shares outstanding, pursuant to which the Executives
agreed, upon the terms and conditions set for therein, to tender or otherwise
sell to Great Universal the shares beneficially owned by them, to vote such
shares in the manner specified in the Executive Stock Purchase Agreements with
respect to certain matters and to appoint Great Universal as their proxy to vote
such shares in certain circumstances.
4
<PAGE>
10. At the same time, the Company and Great Universal entered into a
definitive agreement (the "Agreement") which provides that Great Universal will
acquire Metromail for $31.50 a share in cash through a tender offer and follow-
up merger. The transaction is valued at $800 million, including the assumption
of debt and has been approved by the boards of both companies. If the deal is
terminated, the Company has agreed to pay Great Universal a $15 million fee (the
"Termination Fee"), plus an amount equal to Great Universal's actual documented
out-of-pocket fees and expenses.
11. On March 18, 1998 American Business Information, Inc. ("ABI") which
provides business and marketing information in the U.S. and Canada, announced
that it had offered $850 million, or $33 a share, in cash and assumed debt for
Metromail and sued to halt Metromail's planned acquisition by Great Universal.
12. The agreements described above demonstrate that Metromail's Directors
have no intention to entertain competing offers by ABI or any other potential
suitors. They have failed to maximize stockholder value, and have attempted to
place unwarranted and improper restrictions on the bidding process for
Metromail.
13. It is the Individual Defendants' fiduciary obligation to take all
reasonable steps necessary to maximize stockholder value, including, but not
limited to cooperating with any person or entity, such as ABI, having a bona
5
<PAGE>
fide interest in proposing a transaction which would maximize stockholder value,
including but not limited to a merger, buyout or takeover of the company.
14. In refusing to give fair consideration to ABI's interest in acquiring
Metromail, the individual defendants have violated their fiduciary duties owed
to the public stockholders of Metromail. In light of the foregoing, the
Individual Defendants must:
a. Undertake an appropriate evaluation of Metromail's worth as an
acquisition candidate;
b. Act independently so that the interests of Metromail's public
stockholders will be protected;
c. Take all appropriate steps to enhance Metromail's value and
attractiveness as a merger/acquisition candidate; and
d. Take all appropriate steps to effectively expose Metromail to the
marketplace in an effort to create an active auction for Metromail, including
but not limited to engaging in serious negotiations with ABI or its
representatives,
15. Defendant Great Universal has aided and abetted and induced the
breaches of fiduciary duty by the other defendants to allow Great Universal to
purchase the public stockholders' stake at the lowest possible price.
6
<PAGE>
16. As a result of defendants' failure to fulfill their fiduciary
duties, plaintiff and the other members of the Class have been and will be
damaged in that they have not and will not receive their proportionate share of
the value of the Company's assets and business, and have been and will be
prevented from obtaining a fair price for their investment in Metromail.
17. Unless enjoined by the Court, the individual defendants will
continue to breach their fiduciary duties owed to plaintiff and the members of
the Class to the irreparable harm of the members of the Class.
18. Plaintiff and the other members of the Class have no adequate
remedy at law.
WHEREFORE, plaintiff prays for judgment and relief as follows:
A. Ordering that this action may be maintained as a class action and
certifying plaintiff as the Class representative;
B. Enjoining preliminarily and permanently, the proposed transaction
complained of herein;
C. To the extent, if any, that the transaction complained of is
consummated prior to the entry of this Court's final judgment, rescinding the
same or awarding rescissory damages to the Class;
7
<PAGE>
D. Directing that defendants account to plaintiff and the Class
for all damages caused to them, and account for all profits and any special
benefits obtained by defendants as a result of their unlawful conduct;
E. Awarding to plaintiff the costs and disbursements of this action,
including a reasonable allowance for the fees and expenses of plaintiff's
attorneys and experts; and
F. Granting such other and further relief as the Court deems
appropriate.
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
BY: /s/ Joseph A. Rosenthal
--------------------------------
Joseph A. Rosenthal
919 North Market Street
Suite 1401
Mellon Bank Center
Wilmington, Delaware 19801
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
FARUQI & FARUQI, LLP
415 Madison Avenue
New York, New York 10017
Telephone: (212) 986-1074
8
